4//SEC Filing
Negrotto Donna S 4
Accession 0001209191-18-055035
CIK 0001656239other
Filed
Oct 15, 8:00 PM ET
Accepted
Oct 16, 10:26 AM ET
Size
17.8 KB
Accession
0001209191-18-055035
Insider Transaction Report
Form 4
Negrotto Donna S
EVP, Sec. and General Counsel
Transactions
- Disposition to Issuer
Stock Options (Right to Buy)
2018-10-15−3,715→ 0 totalExercise: $10.55Exp: 2022-10-05→ Common Stock (3,715 underlying) - Disposition to Issuer
Common Stock
2018-10-15−1,280→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Stock Options (Right to Buy)
2018-10-15−3,750→ 0 totalExercise: $11.51Exp: 2023-04-28→ Common Stock (3,750 underlying) - Disposition to Issuer
Common Stock
2018-10-15−158,043→ 0 total - Disposition to Issuer
Stock Options (Right to Buy)
2018-10-15−8,000→ 0 totalExercise: $10.19Exp: 2023-05-23→ Common Stock (8,000 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2018-10-15−1,123→ 0 totalExercise: $6.97Exp: 2021-05-20→ Common Stock (1,123 underlying)
Footnotes (7)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 17, 2017 (the "Merger Agreement," and the merger contemplated thereby, the "Merger"), by and among Pinnacle Entertainment, Inc. (the "Issuer"), Penn National Gaming, Inc. ("Penn") and Franchise Merger Sub, Inc.
- [F2]Disposed of pursuant to the Merger Agreement, whereby at the effective time of the Merger (the "Effective Time") each share of Issuer common stock was cancelled and automatically converted into the right to receive $20 in cash, and 0.42 shares of Penn common stock (together, the "Merger Consideration"), with the fractional shares being paid in cash as provided in the Merger Agreement.
- [F3]The stock options were originally scheduled to vest and become exercisable in four equal annual installments beginning on May 23, 2017. The stock options vested and became exercisable as to 8,000 shares of common stock on May 23, 2017. The Compensation Committee of the Issuer accelerated vesting of 16,000 stock options to December 17, 2017, which were originally scheduled to vest and become exercisable as to 8,000 stock options on May 23, 2018 and on May 23, 2019, respectively. The stock options vest and become exercisable as to the remaining 8,000 shares of common stock on May 23, 2020.
- [F4]Disposed of pursuant to the Merger Agreement, whereby at the Effective Time each outstanding and vested Issuer stock option other than any vested Issuer stock option that had an exercise price equal to or greater than the Merger Consideration (each such stock option, an "Underwater Option"), was cancelled and automatically converted into the right to receive the Merger Consideration, less the exercise price applicable to such stock option (which exercise price was deducted first ratably from the stock and cash portions of the Merger Consideration to reduce the number of shares delivered to the Reporting Person).
- [F5]The stock options vest and become exercisable in four annual installments on April 28, 2017, 2018, 2019 and 2020.
- [F6]The stock options vest and become exercisable in four annual installments on October 5, 2016, 2017, 2018 and 2019.
- [F7]The stock options vested and became exercisable in four annual installments beginning on May 20, 2015, 2016, 2017 and 2018.
Documents
Issuer
Pinnacle Entertainment, Inc.
CIK 0001656239
Entity typeother
Related Parties
1- filerCIK 0001677358
Filing Metadata
- Form type
- 4
- Filed
- Oct 15, 8:00 PM ET
- Accepted
- Oct 16, 10:26 AM ET
- Size
- 17.8 KB